A new prospectus regime and other developments impacting UK Equity Capital Markets in 2026

The past two years have been about rebuilding the UK equity capital markets from the foundations up. With the single ESCC listing category now bedded in, the new public offers and admissions framework moving from consultation to implementation, and PISCES coming online, we hope that 2026 will be the year the market begins to show real recovery. Whilst 2025 showed some increase in IPOs with 23 across the London Stock Exchange’s Main Market and AIM (up from 18 in 2024), the strongest year since 2021, the number of companies listed on both markets remains significantly below their historic peaks. Meanwhile, companies already trading on these markets remained active, with the London Stock Exchange (LSE) reporting traded value up 12% on AIM and 13% on the Main Market in 2025 compared to 2024 figures. The 2025 Autumn Budget introduced, on 27 November 2025, a three-year stamp duty reserve tax holiday on secondary trading in shares of companies newly listed on UK markets, which has the potential to be a meaningful lever for improving liquidity and valuation support.

2025 Highlights for us included:

• Advising AIM-listed Cake Box Holdings, on its £22 million acquisition of Asian sweets brand Ambala Foods Limited, and Cake Box’s associated equity financing and new debt line.
• Acting for Allenby Capital, Nominated Adviser, Financial Adviser, and Joint Broker, for Oneiro Energy plc (now Switch Metals plc) in relation to its proposed acquisition of Switch Metals Cote d'Ivoire Sarl, a mining exploration company with assets in the Côte d'Ivoire, and subsequent reverse takeover and AIM admission.
• Acting for Panmure Liberum, Nominated Adviser and Broker, in relation to One Health Group plc's move from AQSE to AIM.
• Advising Main Market-listed LMS Capital on its return of capital to shareholders through a B share scheme, as part of a broader managed wind-down strategy involving a Court-approved reduction of capital.
• Advising AQSE-listed Equipmake on Caterpillar Venture Capital’s strategic investment into the business by way of a senior secured convertible loan note.
• Our ECM team was further bolstered by new Partner, Greg Stonefield. Greg has a strong international practice, having worked with clients on matters associated with Africa, Asia, the Middle East, and the UK. His sector expertise is broad and includes real estate, oil and gas, mining and metals, and telecoms.

2025 finished strongly with Shawbrook Group plc and Princes Group plc joining the ESCC of the LSE’s Main Market and Winvia Entertainment plc joining AIM. We are optimistic that this momentum will carry into 2026, with several companies publicly signalling plans to list in London, including Oslo-based software firm Visma. This pipeline may be further strengthened by the imminent systemic changes to the prospectus regime and promising signals from the LSE on the future of AIM. Longer term, London will only sustain its pipeline if equity risk is properly rewarded. In practice, that means more domestic long‑term capital, stronger research, and having companies that utilise their listing and prioritise good governance and clear, consistent communication with investors. Change will take time, but these are the levers that turn reforms into a robust IPO market. In 2024 and 2025, the winners were prepared, with clear KPIs, a focused story, and realistic valuations. Taking that approach into more boardrooms in 2026 will be as important as the upcoming changes to the legal landscape.

Prospectus Regime

The UK’s prospectus framework is being overhauled under the Public Offers and Admissions to Trading Regulations 2024 (POATRs), which were enacted in January 2024. The POATRs established, in secondary legislation, the regulatory framework for a new prospectus regime which, once implemented on 19 January 2026, will replace the current UK Prospectus Regulation. The Financial Conduct Authority (FCA) published final rules to implement POATRs in July 2025, introducing the new Prospectus Rules: Admission to Trading on a Regulated Market sourcebook, which aim to simplify the complex prospectus regime inherited from the EU - reducing the burden on issuers, while ensuring that investors continue to receive sufficient information.

IPOs on regulated markets will still require an FCA‑approved prospectus, but secondary capital raisings will be simpler - the threshold below which no prospectus is required increases from 20% to 75% of existing issued share capital (100% for closed‑ended funds). This should support quicker follow‑on raises to fund pipeline delivery without triggering a full prospectus. The FCA’s rules also streamline admissions processes for further issuances, reduce the minimum prospectus availability period for IPOs to three working days, and introduce a liability framework for protected forward‑looking statements, alongside targeted climate‑related disclosures. For AIM and other primary multilateral trading facilities, a new “MTF admission prospectus” will apply to initial admissions and certain reverse takeovers, with operators setting detailed content standards. Aquis Stock Exchange (AQSE) is currently consulting on changes to its rulebooks to accommodate this, whilst AIM is dealing with this via derogations and guidance whilst its wider consideration of the future of AIM proceeds (see below).

A complementary public offer platform (POP) regime will sit alongside these changes from 19 January 2026 for primary offerings outside the public markets. This will facilitate securities offerings of £5 million or more by issuers that are not listed or traded on any stock market. Operators of a POP will require FCA authorisation and will be subject to fairly onerous obligations in relation to information gathering and due diligence on prospective issuers. While some crowdfunding platforms may wish to be POPs, it is not clear yet whether the new regime will attract many new entrants to this market. 

The future of AIM

Back in April 2025, the London Stock Exchange (LSE) launched a discussion paper on the AIM regulatory framework, which was followed up in November 2025 with a feedback statement - Shaping the Future of AIM. In its feedback statement, the LSE summarises the feedback received from market participants on its discussion paper and confirms that it will consult in the first half of 2026 on broader revisions to the AIM Rules for Companies and Nominated Advisers.

The feedback statement also confirmed a number of flexibilities, aimed at improving competitiveness, accelerating transactions, and streamlining international admissions, which would be implemented from November 2025. Key measures implemented from November 2025 include, amongst others, a relaxation in relation to acquisitions that exceed 100% in any of the class tests where there is no fundamental change of business, in such cases the transaction may be treated as a substantial transaction rather than reverse takeovers, thus no admission document is required. Admission document frictions were also eased by allowing historical financial information to be incorporated by reference, dispensing with an Admission Document for second lines of securities, and permitting UK GAAP (FRS 102) or equivalent local standards on a case-by-case basis. We welcome the LSE’s review of the AIM regulatory framework and will be tracking these developments and providing updates throughout the year.

PISCES – A pathway to IPO readiness?

PISCES is a new type of regulated trading platform that will facilitate the secondary trading of unquoted company shares on an intermittent basis. A PISCES platform can be operated by certain entities authorised by the FCA, who successfully apply for a PISCES Approval Notice. Currently, the LSE and JP Jenkins have both received approval from the FCA to operate a PISCES platform, with Asset Match’s approval expected imminently.

PISCES can offer private companies a structured way to provide periodic liquidity for existing shareholders and employees, and to broaden access to professional and other eligible investors, without moving to a public market. PISCES can provide orderly liquidity events that let existing shareholders and employees sell a limited number of shares, refresh the register as early co‑investors exit and new investors join, and allow management to realise a small, pre‑agreed part of their performance equity - all while the company remains private. Over time, this framework can help companies build the disciplines expected in public markets - regular disclosure, transparent price discovery and stronger governance - and develop relationships with institutional investors, creating a pipeline of IPO-ready issuers. Companies retain flexibility, within operator rules and FCA oversight, around the timing of trading events, investor access and price parameters, while operating within a tailored disclosure regime geared to sophisticated participants. It is important to note that PISCES is a secondary market only and is not a capital‑raising venue. For more on the rationale for and key features of PISCES click here and for more on the FCA’s PISCES Sourcebook click here.

ASQE Support Services Consultation

In September 2025, AQSE consulted on a material change to its rulebooks for companies admitted to the Aquis Growth Market. Under the revised drafts, which will be effective from 19 January 2026, the current ongoing obligation for issuers to retain a Corporate Adviser will be replaced with a choice: either maintain a Corporate Adviser or participate in a new Aquis Support Services model. The Aquis Support Services will be delivered via an Aquis‑approved law firm under an engagement letter, with Aquis negotiating standard service levels and competitive rates. At IPO, issuers will still be required to appoint a Corporate Adviser; similarly, a Corporate Adviser will need to be engaged where a material rule breach has occurred or may arise. This change reflects the wider trend towards reducing compliance costs and administrative burdens for smaller listed companies on UK public markets, whilst seeking to protect market quality and investor confidence. For more on this topic click here.

Another year of change

We understand that with all this change comes complexity, and our goal is to help demystify recent and upcoming changes, providing clarity and confidence to our clients. Whether you are considering listing on the UK capital markets, exploring the possibilities of PISCES or capital-raising through a public offer platform, we are here to support you and your strategic goals.